TERMS OF SERVICE

This application that you are using, RediCare APP (the “Website”, the “App”), is owned by Redicare VIP Inc (the “Company”).

Illegal or Abusive Usage is Strictly Prohibited: You must not abuse, harass, threaten, impersonate or intimidate other users of our apps.  You may not use the Company’s Website or Apps for any illegal or unauthorized purpose.  International users agree to comply with all local laws regarding online conduct and acceptable content.  Should you be found to have engaged in illegal or abusive usage of our website, Company will suspend your account or usage as applicable. 

Electronic Communication: When you use our apps or send e-mails to us, you are communicating with us electronically.  You consent to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices on this site.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

Copyright: All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of the Company and protected by U.S. and international copyright laws. All software used on this site is the property of Company or its software suppliers and protected by United States and international copyright laws.

Trademarks: RediCare VIP and other Company graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used in connection with any product or service that is not Company’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company.  All other trademarks not owned by Company that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company. 

License and Site Access: Company grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information including but not limited to images, text, page layout, or form of Company without express written consent. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent. Any unauthorized use terminates the permission or license granted. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of Company so long as the link does not portray Company, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Company logo or other proprietary graphic or trademark as part of the link without express written permission. 

Your Account: If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

Health Advice: The information, actions and recommendations provided by this site are done so based on the information you provide us and do not take into account any secondary or unknown disease states. The information and advice does not replace the information, advice and treatment of your doctor and should be treated as general good advice to which you can apply behavioral change which may or may not affect your propensity to contract any of the disease states to which you have entered information. All advice offered is and can be supported by recognized research and findings and may be and should be shared with your doctor.

Disclaimer of Warranties and Limitation of Liability

THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. 

NO GUARANTEES, WARRANTIES OR LIABILITIES TO THE PREVENTION OR DELAY OF ANY HEATH DISEASE STATE IS AFFORDED BY THE USE OF THIS WEBSITE AND ALL INFORMATION SHOULD BE REGARDED AS FOR PERSONAL ENTERTAINMENT ONLY. 

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM [COMPANY] ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

Applicable Law: By visiting our website and using your apps, you agree that the laws of the State of Texas, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Company. 

Disputes: Any dispute relating in any way to your visit to our website or to products or services sold or distributed by Company in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in the County of Dallas County in the State of Texas, and you consent to exclusive jurisdiction and venue in such courts. 

DIRECT PRIMARY CARE SERVICES MEMBERSHIP AGREEMENT

This DIRECT PRIMARY CARE SERVICES MEMBERSHIP AGREEMENT (this “Agreement”) is made this 27th day of June, 2018 to be effective on 1st July, 2018 (“Effective Date”) by and between {{inputName}}  (referred to herein as “Member” as applicable) and REDICARE VIP, INC., a Texas corporation, located at 3310 Matrix Drive.

RediCare, at the request of the “Sponsoring Organization”, the employer of Member, is prepared to procure for Member and Eligible Family Members (defined below), as the legal representative and attorney-in-fact of Member pursuant to the durable power of attorney set forth herein, the direct primary care “Included Services” set forth herein.

Member, as an employee of the Sponsoring Organization, desires to subscribe to the direct primary care services membership program described herein.

            Member and RediCare hereby agree to the following:

Membership; Included Services; Eligible Family Members.  Member, for Member and the Eligible Family Members (defined below), hereby enrolls as a member in RediCare’s direct primary care services membership program (“Program”) starting on the Effective Date and ending when terminated pursuant hereto (the “Term”). Member and the Eligible Family Members will be eligible to receive, from one or more physicians contracted by RediCare on Member’s behalf (the “Contracting Physician”), certain primary medical services described within the RediCare VIP apps and program summary documentation (“Included Services”) as conditioned or limited therein.  RediCare shall provide at least sixty (60) days’ advance written notice to Member upon any change to or removal of any Included Services.  Member hereby agrees and understands that any services provided by a Contracting Physician or others for the benefit of Member or any Eligible Family Member(s) which are not Included Services (“Non-Included Services”) are not included in or covered by the Program and may be charged by the Contracting Physician or other provider who renders such services to Member and payable directly by Member or Member’s applicable health insurance provider, as applicable.  The “Eligible Family Members” of Member are Member’s Spouse and all children and/or step-children of Member under eighteen (18) years of age residing, whether full or part-time, with Member.  For purposes hereof, the term “Spouse” shall mean Member’s legally and lawfully wedded spouse. Eligible Family Members shall be subject to change (whether an increase or decrease) during the Term pursuant to the Sponsoring Organization’s policies relating to benefit changes.

Membership Fee.  Member agrees to pay the monthly fee (the “Membership Fee”), as outlined via the benefits enrollment platform at the point and time of choosing RediCare VIP Membership as an employer-sponsored benefit and to have such fee deducted directly from salary at source.

A reasonable portion of the Membership Fee compensates RediCare for establishing and operating the Program.  The Membership Fee shall be collected from the Member by the Sponsoring Organization via payroll deduction and shall be regularly remitted by the Sponsoring Organization to RediCare.  Membership Fees are due on the first day of each month following the Effective Date and are payable in arrears (e.g. if Member’s membership is effective on June 1, then the Membership Fee for the month of June is due on July 1).  The Membership Fee shall not be pro-rated for partial months.  If the Membership Fee is not paid to RediCare when required by this Agreement, RediCare will be able to immediately terminate this Agreement and the participation of Member and all Eligible Family Members in the Program. 

Limited Durable Power of Attorney for the Contracting of Health Care Services.  Member hereby agrees and understands that Member shall execute and deliver to RediCare the original executed and acknowledged Limited Durable Power of Attorney for the Contracting of Health Care Services in the form attached hereto as Exhibit C and made a part hereof (the “Limited Durable Power of Attorney”) and that the appointment of RediCare as the attorney-in-fact of Member for the purposes identified in the Limited Durable Power of Attorney is a condition precedent to the effectiveness of the obligations of RediCare pursuant to this Agreement and, provided further, that the failure of Member to properly execute, have acknowledged and deliver the original Limited Durable Power of Attorney to RediCare shall entitle RediCare, at any time until such properly executed and acknowledged Limited Durable Power of Attorney is delivered by Member, to terminate this Agreement by written notice to Member.  Member has the right to revoke the Limited Durable Power of Attorney at any time by providing written notice of the same to RediCare.  At such time as Member has revoked the Limited Durable Power of Attorney, RediCare shall have the right to immediately terminate this Agreement upon written notice of the same to Member and thereby end the eligibility of Member and Eligible Family Members to participate in and benefit from the Program.    

 Additionally, Member agrees to indemnify and to hold Sponsoring Organization (Employer) and its members, officers, directors, agents, and employees harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties, attorney fees, etc. which are imposed upon or incurred by RediCare as a result of the Member’s breach of any of Member’s obligations under this Agreement.

Termination of this Agreement.

Termination By RediCare.  RediCare may terminate this Agreement as follows: (i) for any reason upon providing Member not less than thirty (30) days prior written notice, unless the termination of this Agreement or the Program is mandated by applicable law or order of a court or governmental agency having jurisdiction, in which case this Agreement is immediately terminable upon written notice by RediCare to Member; (ii) upon written notice to Member, if there is a change of any law, regulation or rule, whether federal, state or local, which affects this Agreement, any terms or conditions incorporated by reference in this Agreement, the activities of RediCare under this Agreement, or any change in the judicial or administrative interpretation of any such law, regulation or rule, and RediCare reasonably believes in good faith that such change will have a substantial adverse effect on RediCare’s rights, obligations or operations associated with this Agreement; and (iii) immediately where the termination of this Agreement or the Program is mandated by applicable law or order of a court of government agency having jurisdiction (each, a “Governmental Requirement”).  Except where prohibited by Governmental Requirement, as the Membership Fee is paid in arrears, the Membership Fee for the month in which the termination of this Agreement occurs shall still be due and payable to RediCare in accordance with the terms and provisions hereof and such obligation of Member shall survive the termination of this Agreement.  

Termination by Member.  Member may not terminate this Agreement or alter the Eligible Family Members except in strict accordance with Sponsoring Organization’s benefit enrollment/benefit change policies.

Miscellaneous.

The Program is Not Insurance; Incompatibility with HSA/FSA Accounts. MEMBER ACKNOWLEDGES AND UNDERSTANDS THAT NEITHER THIS AGREEMENT NOR MEMBERSHIP IN THE PROGRAM IS HEALTH INSURANCE, NOR IS IT A CONTRACT OF INSURANCE.  RATHER, IT IS DIRECT PRIMARY CARE AS DESCRIBED IN SECTION 151.002 OF THE TEXAS OCCUPATIONS CODE.  REDICARE STRONGLY ENCOURAGES MEMBER TO OBTAIN AND MAINTAIN HEALTH INSURANCE SEPARATE AND APART FROM ITS MEMBERSHIP HEREUNDER TO COVER ANY MEDICAL SERVICES THAT ARE NON-INCLUDED SERVICES AND TO COMPLY WITH ANY APPLICABLE FEDERAL OR STATE HEALTH INSURANCE COVERAGE REQUIREMENTS.  REDICARE MAKES NO REPRESENTATION OR WARRANTY THAT THE PROGRAM QUALIFIES AS MINIMUM COVERAGE DEFINED AND REQUIRED BY THE PATIENT PROTECTION AND AFFORDABLE CARE ACT.  As of the date hereof, participation in the Program may prevent contributions made by Member to a health savings account (“HSA”) established pursuant to Section 223 of the Internal Revenue Code of 1986, as amended (the “Code”), from being deductible for federal income tax purposes.  Furthermore, the Membership Fee described in Section 2 above may not constitute eligible medical expenses that are payable or reimbursable from an HSA or from a flexible spending account created in accordance with Section 125 of the Code.  RediCare hereby advises Member to consult with Member’s tax advisor or the human resources department of Sponsoring Organization with respect to any questions that Member may have in this regard.  Member hereby agrees that RediCare is not offering or qualified to offer any legal advice to Member whatsoever, including, without limitation, in connection with this Agreement, whether related to tax issues or otherwise.

HIPAA Individually Identifiable Health Information.  Member hereby agrees that all Individually Identifiable Health Information and medical records (collectively “HIPAA Information”) of Member and of any Eligible Family Members who are minors and for whom Member is either the parent or legal guardian (collectively, “Minor Eligible Family Members”) may be released to RediCare and its representatives, with the understanding that Member’s desires is that RediCare be treated as Member would be treated with respect to Member’s rights regarding the use and disclosure of the applicable HIPAA Information.  This release authority applies to any information governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 42 U.S.C. 1320d and 45 C.F.R. 160-164.  Accordingly, Member hereby authorizes any physician, health-care professional, dentist, health plan, hospital, clinic, laboratory, pharmacy or other covered health-care provider to give, disclose and release to RediCare and its representatives, without restriction, all of the HIPAA Information of Member and any Minor Eligible Family Members regarding any past, present or future medical or mental health condition.  This HIPAA release provision shall be effective on the Effective Date of this Agreement and shall remain in full force and effect until the termination of this Agreement. 

Entire Agreement; Waiver; Headings; Genders and Numbers This Agreement together with all Exhibits hereto and the fully executed Limited Durable Power of Attorney collectively constitute the entire understanding between the parties hereto relating to the matters herein contained and shall not be modified or amended except in a writing signed by both parties hereto.  The waiver of either RediCare or Member of a breach of any provisions of this Agreement must be in writing and signed by the waiving party to be effective and shall not operate or be construed as a waiver of any subsequent breach by either RediCare or Member.  The headings contained herein are for reference purposes only and shall not be construed to be a part of the operational provisions of this Agreement.  Use of the masculine, feminine or neuter genders and the singular or plural numbers shall be deemed to include the others whenever the context so indicates or requires.

Notices.  Any notices or other correspondence required or allowed to be given pursuant to the terms of this Agreement shall be sent in writing to the applicable contact information set forth below each party’s signature to this Agreement by United States mail, certified mail, traceable commercial delivery or electronic transmission, and shall be deemed to be given when received.  Notices sent by United States mail shall be deemed to be received on the third business day following deposit in the United States mail.  Any party hereto shall be entitled to change its contact information by providing written notice of the same to the other party.

Governing Law. This Agreement and the rights and obligations of RediCare and Member hereunder shall be construed and enforced pursuant to the laws of the State of Texas.

Assignment/Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of both RediCare and Member and their respective successors, assigns, heirs and legal representatives.   Neither this Agreement nor any rights hereunder, may be assigned by the Member.